Common use of Representations and Indemnification Clause in Contracts

Representations and Indemnification. In the performance of this Agreement, Contractor expressly represents that the offering of services described herein is as an independent contractor and is entitled to be retained and compensated as such. The services described herein are offered to the general public. It is understood and agreed that Contractor will be subject to the control and direction of University only as stated herein and as to the intended result of Contractor’s work and not as to the manner, method or means by which it is accomplished. The relationship created by this Agreement extends only to the performance and completion of this project. The Contractor by its officers, employees and agents are not agents or employees of the Department or University for any purpose and is not entitled to the benefits provided by University to its employees, including, but not limited to, fringe benefits, health, workers' compensation, and unemployment insurance and pension plans or any other remuneration. The Contractor by its officers, employees or agents, is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, University or to bind University in any manner. As an independent contractor, Contractor shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or local taxes, assessments, social security benefits and/or other deductions, as required by law. Should a determination by an agency, regulatory body, or court of competent jurisdiction be made to the contrary (i.e., that Contractor is not an independent contractor and/or is not entitled to be retained and compensated as an independent contractor under the circumstances of this engagement by the Department), Contractor shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against Contractor and/or University resulting from such contrary interpretation, including, but not limited to, taxes, assessments and penalties which should have been withheld from payments to the Contractor. In consideration of University's engaging Contractor as an independent contractor, Contractor shall indemnify University against and hold harmless University, including its trustees, officers, employees, and agents, from any such liability or responsibility. Contractor certifies that this Agreement will not violate the terms of any agreement with, or any obligation to, another entity, institution, person or employer. Contractor may not contract with others to perform the same or similar services where such participation would interfere with the performance by Contractor of its duties under this Agreement. Contractor certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. Contractor further hereby exonerates, indemnifies and holds harmless University, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims, and demands, including reasonable attorneys fees, arising from any actions of any kind or nature resulting from any acts, errors or omissions of Contractor as a result of performing services to be rendered hereunder, provided, however, that such indemnification shall not apply to any fines, suits, claims, and demands resulting from the sole negligence of Department or University.

Representations and Indemnification. In the performance of this Agreement, Contractor expressly represents that she/he is a professional person offering the offering of services described herein is as an independent contractor and is entitled entitle to be retained and compensated as such. The services described herein are offered to the general public. It is understood and agreed that Contractor will be subject to the control and direction of University only as stated herein and as to the intended result of Contractor’s work and not as to the manner, method or means by which it is accomplished. The relationship created by this Agreement extends only to the performance and completion of this project. The Contractor by its officers, employees and agents are is not agents an agent or employees employee of the Department or University for any purpose and is not entitled to the benefits provided by University to its employees, including, but not limited to, fringe benefits, health, workers' compensation, and unemployment insurance and pension plans or any other remuneration. The Contractor by its officers, employees or agents, is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, University or to bind University in any manner. As an independent contractor, Contractor shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or local taxes, assessments, social security benefits and/or other deductions, as required by law. Should a determination by an agency, regulatory body, or court of competent jurisdiction be made to the contrary (i.e., that Contractor is not an independent contractor and/or is not entitled to be retained and compensated as an independent contractor under the circumstances of this her/his engagement by the Department), Contractor shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against Contractor and/or University resulting from such contrary interpretation, including, but not limited to, taxes, assessments and penalties which should have been withheld deducted from payments to the Contractor's pay had Contractor been on University's payroll and retained as an employee of University. In consideration of University's engaging Contractor as an independent contractor, Contractor shall indemnify University against and hold harmless University, including its trustees, officers, employees, and agents, from any such liability or responsibility. Contractor certifies that this Agreement will not violate the terms of any agreement with, or any obligation to, another entity, institution, person institution or employer. Contractor may not contract with others to perform the same or similar services where such participation would interfere with the performance by Contractor of its duties under this Agreement. Contractor certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. Contractor further hereby exonerates, indemnifies and holds harmless University, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims, and demands, including reasonable attorneys fees, arising from any actions of any kind or nature resulting from any acts, errors or omissions of Contractor as a result of performing services to be rendered hereunder, provided, however, that such indemnification shall not apply to any fines, suits, claims, and demands resulting from the sole negligence of Department or University.